MRL2601 || Graded A+.
Who may bring a statutory derivative action ito S165 CA correct answers a shareholder
a director
a registered trade union representing an employee or a person/body representing employees
anyone who is granted leave by the court to do so
prescribed officers
Grounds for the application of statutory derivative action correct answers -cpy failed to take
steps required
-cpy appointed a person/committee who is not independent.
-cpy accepted an inadequate report
-cpy served a refusal notice
Duties of the audit committee correct answers -nominate and appoint a registered/independent
auditor
-determine fees to be paid to auditor and auditor's terms of engagement.
-pre-approve any proposed agreement with the auditor to provide non-audit services
-consider whether/not auditors independence may have been prejudiced.
-prepare a report to be incl in annual financial statements
Duties of the audit committee
(ACRONYM: Nana Finds Practising Independence Problematic) correct answers -nominate and
appoint a registered/independent auditor
-determine fees to be paid to auditor and auditor's terms of engagement.
-pre-approve any proposed agreement with the auditor to provide non-audit services
-consider whether/not auditors independence may have been prejudiced.
,-prepare a report to be incl in annual financial statements
ACRONYM:
NANA- Nominate and appoint
FINDS- fees/terms of engagement
PRACTISING- Pre-approve
INDEPENDENCE-Independence
PROBLEMATIC-Prepare report
Three cases that has to do with the common law rule of lifting the corporate veil correct answers
Botha v Van Niekerk:
The corporate veil will only be pierced when the seller suffered "unscionable injustice"
In Cape Pacific V Lubner Controlling Investements:
- fraud, dishonesty and improper conduct will be justifiable to pierce the corporate veil.
- A balance must be struck between the need to persevere the legal personality of the company
and the policy considerations in favor of piercing the corporate veil
Hulse-Reutter v Godde
- there must be evidence of the abuse of the distinction between the legal personality of the
company and the person controlling it with a motive to gain a unfair advantage.
-
What does piercing the corporate veil refer to: correct answers 1. the exceptional circumstances
in which the court disregards the separate legal personality of the company and treat the
shareholders as if they are the owners of the assets and as if they were conducting business in
their own personal capacity
or
, 2. when the court attributes certain right or obligations of the shareholders to the company
is a CC bound to a contract when one of its members acted in a manner exceeding their powers?
correct answers -members of a cc acts as agents of a cc
-doctrine of constructive notice does not apply to CCs. Third parties therefore have no
knowledge regarding the content of the CCs registered documents
-in general CCs are bound to any contract concluded with an outside member- regardless of
whether or not the transaction falls within the scope of the CCs main business.
-CC can escape liability if a third party knew, or reasonably ought to know that a member
concluded a contract without the authority to do so.
- in the case of J&K Timbers v GL & S Furniture Enterprises CC- a member is a a agent even
though no authority, expressly or implied, has been conferred upon him by the CC, and
corporation is bound to the related act, unless the third party knew or reasonably ought to know.
Factors the court will consider when considering whether a company should change their name
and refer to case law correct answers Peregrine Group (Pty) Ltd & Others v Peregrine Holdings
Ltd and Others
The court considered the following factors:
1. the date of the registration of the respective companies.
2.nature of the business activities of the respective companies.
3. similarity in the names and whether it will cause confusion.
4.client bases of the respective companies
5. likelihood that members of the public will be confused in the dealings with the respective
companies.
Factors the court will consider when considering whether a company should change their name
and refer to case law correct answers Peregrine Group v Peregrine Holdings
Who may bring a statutory derivative action ito S165 CA correct answers a shareholder
a director
a registered trade union representing an employee or a person/body representing employees
anyone who is granted leave by the court to do so
prescribed officers
Grounds for the application of statutory derivative action correct answers -cpy failed to take
steps required
-cpy appointed a person/committee who is not independent.
-cpy accepted an inadequate report
-cpy served a refusal notice
Duties of the audit committee correct answers -nominate and appoint a registered/independent
auditor
-determine fees to be paid to auditor and auditor's terms of engagement.
-pre-approve any proposed agreement with the auditor to provide non-audit services
-consider whether/not auditors independence may have been prejudiced.
-prepare a report to be incl in annual financial statements
Duties of the audit committee
(ACRONYM: Nana Finds Practising Independence Problematic) correct answers -nominate and
appoint a registered/independent auditor
-determine fees to be paid to auditor and auditor's terms of engagement.
-pre-approve any proposed agreement with the auditor to provide non-audit services
-consider whether/not auditors independence may have been prejudiced.
,-prepare a report to be incl in annual financial statements
ACRONYM:
NANA- Nominate and appoint
FINDS- fees/terms of engagement
PRACTISING- Pre-approve
INDEPENDENCE-Independence
PROBLEMATIC-Prepare report
Three cases that has to do with the common law rule of lifting the corporate veil correct answers
Botha v Van Niekerk:
The corporate veil will only be pierced when the seller suffered "unscionable injustice"
In Cape Pacific V Lubner Controlling Investements:
- fraud, dishonesty and improper conduct will be justifiable to pierce the corporate veil.
- A balance must be struck between the need to persevere the legal personality of the company
and the policy considerations in favor of piercing the corporate veil
Hulse-Reutter v Godde
- there must be evidence of the abuse of the distinction between the legal personality of the
company and the person controlling it with a motive to gain a unfair advantage.
-
What does piercing the corporate veil refer to: correct answers 1. the exceptional circumstances
in which the court disregards the separate legal personality of the company and treat the
shareholders as if they are the owners of the assets and as if they were conducting business in
their own personal capacity
or
, 2. when the court attributes certain right or obligations of the shareholders to the company
is a CC bound to a contract when one of its members acted in a manner exceeding their powers?
correct answers -members of a cc acts as agents of a cc
-doctrine of constructive notice does not apply to CCs. Third parties therefore have no
knowledge regarding the content of the CCs registered documents
-in general CCs are bound to any contract concluded with an outside member- regardless of
whether or not the transaction falls within the scope of the CCs main business.
-CC can escape liability if a third party knew, or reasonably ought to know that a member
concluded a contract without the authority to do so.
- in the case of J&K Timbers v GL & S Furniture Enterprises CC- a member is a a agent even
though no authority, expressly or implied, has been conferred upon him by the CC, and
corporation is bound to the related act, unless the third party knew or reasonably ought to know.
Factors the court will consider when considering whether a company should change their name
and refer to case law correct answers Peregrine Group (Pty) Ltd & Others v Peregrine Holdings
Ltd and Others
The court considered the following factors:
1. the date of the registration of the respective companies.
2.nature of the business activities of the respective companies.
3. similarity in the names and whether it will cause confusion.
4.client bases of the respective companies
5. likelihood that members of the public will be confused in the dealings with the respective
companies.
Factors the court will consider when considering whether a company should change their name
and refer to case law correct answers Peregrine Group v Peregrine Holdings
